In this stock exchange and merger, the transaction amount of Caesar tourism to purchase assets is the transaction amount of Zhongxin tourism, which is 6.244 billion yuan.
Among them, the total amount raised by Caesar travel is expected to be no more than 1.7 billion yuan, which is intended to be used to supplement working capital and repay debts, and to pay intermediary agency fees and related transaction costs. The proportion used to supplement working capital and repay debts shall not exceed 25% of the transaction amount of Caesar travel’s share exchange and absorption of Zhongxin travel, or no more than 50% of the total amount of supporting funds raised this time.
After the completion of the transaction, Caesar travel or its designated wholly-owned subsidiary will inherit and undertake all the assets, liabilities, business, personnel, contracts and all other rights and obligations of Zhongxin travel. The A shares issued by Caesar travel due to share exchange and merger will apply for listing and circulation on the main board of Shenzhen stock exchange. It is expected that the controlling shareholder and actual controller of Caesar tourism will not change. Based on the upper limit of the total amount of supporting funds raised, Caesar SEGA and its partners are expected to hold 12.16% of the shares, HNA tourism and its partners are expected to hold 10.97% of the shares, and Feng bin, the actual controller of Zhongxin tourism, is expected to hold 8.98% of Caesar tourism.
In addition, the transaction will give Caesar’s dissenting shareholders the right to request for acquisition. The price of the dissenting shareholders’ right to request for acquisition is the average trading price of Caesar’s shares 20 trading days before the base date of the merger, that is, 8.93 yuan per share. The deal will also give Zhongxin travel’s dissenting shareholders cash options.
As for the personnel arrangement, the trading plan shows that according to the principle of “people follow the assets”, all the registered employees of Zhongxin travel as of the delivery date will be taken over by Caesar travel or its designated wholly-owned subsidiary, and labor contracts will be signed with Caesar travel or its designated wholly-owned subsidiary, As an employer, Zhongxin travel enjoys and undertakes the rights and obligations with all its registered employees up to the delivery date by Caesar travel or its designated wholly-owned subsidiary.